Cartoon Crisis
by jedimickey
Summary: Felix the Cat leads a team of cartoon all stars in a battle to save their Galaxy from group of cartoon villains, and their mysterious leader
1. Felix the Cat

**Cartoon Crisis**

**By**

**Jedimickey and Dan Man**

**Chapter 1: Felix the cat**

Felix the Cat huffed and puffed as he ran for his life. Not far behind him, was a man with a white mustache, and was dressed in a white lab coat. The man was driving what looked like a jeep, with an iron robotic claw sticking out of it. The claw swiped at Felix in an attempt to grab him.

"Boy, the Professor is getting desperate these days!" Felix commented as he ran.

The Professor laughed evilly as Felix ran.

"It won't be long now Felix, that Magic Bag of yours will be mine!!!" The professor laughed.

Clutched in Felix's hands was a small yellow bag with black X's on it. But this was no ordinary bag, this was a Magic Bag! This special bag could take the shape of anything imaginable, and one could pull every kind of object out of it. For years the Professor hounded Felix to get his hands on his bag. But the one thing that the Professor never fully grasped was the fact that the bag would only work for Felix.

Felix jumped as the Claw nearly grabbed him. He then looked down at his bag.

"Okay Magic Bag…"

Felix's pupils then morphed into X's and a beam shot out of them, zapping his bag. Giving a whole new meaning to the phrase "X-Ray vision" Then bag then began to glow.

"Let's see if you can still do your stuff!" Felix said as the bag then morphed before his eyes, into the shape of a hang glider!

Felix gripped the Hang glider and then jumped into the air, taking to the skies. The robotic claw tried to reach for Felix, but he was too high up. The Professor stopped his vehicle and yelled as Felix soared away.

"CURSE YOU FELIX!!! I'll get that bag someday!!" He cried out.

"Someday, but NOT today!" Felix called back form the skies.

Soon the Professor was out of his sight. He then sighed happily as he glided thru the skies.

"Boy, where would I be without this bag…" Felix commented.

Felix looked at the sights below him. Nothing but green trees and rolling hills. Felix then looked back up at the sky and noticed something a bit odd. The sky above him began to ripple like water would if you threw a stone into it.

"That's new…" Felix said.

Suddenly there he felt him and his hang glider stop in mid air. He began to move again shortly, but upwards! Something was pulling him towards the ripple! Felix screamed as he felt himself enter the ripple.

Felix then felt himself hit something hard, it was a steel floor. When his hang glider hit the floor, it morphed back into the bag. Felix dusted himself off and picked up his bag. Felix then looked around; he had landed in a dark room.

"Whoa, where am I?" Felix asked no one in particular.

"Rest assured Mr. Felix, that your not in any danger" A voice suddenly spoke out.

Felix was shocked at first, but he recognized that voice anywhere, it was Felix's old friend, who happened to be the Professor's nephew.

"Poindexter? Is that you?" Felix asked.

The lights then came on in the room, revealing that the room was actually a large computer room, and standing in front of him was a boy with thick glasses, and a graduate's cap on his head, it was indeed Felix's friend Poindexter.

"Yes Mr. Felix, I apologize for the crude means used to bring you here, but time is of the essence" Poindexter said.

"Why, what's goin on?" Felix asked.

"Follow me, and I'll explain everything…" Poindexter said as he began to leave the room.

Felix followed Poindexter out of the room and into a hallway. As Felix walked down the hallway, he looked out one of the windows and gasped and dropped his bag at what he saw.. What he saw was planet!

"POINDEXTER! Are we…?"

"In space? Yes Mr. Felix. We're in my secret Space Station, which is in orbit above our home planet." Poindexter answered.

Felix was in awe.

"Poindexter, what have you gotten me into?" Felix asked.

"More than you can imagine…." Poindexter said before heading off again.

Felix grabbed his bag and followed him down the hallway.


	2. Poindexter's Explanation

**Chapter 2: Poindexter's explanation**

Felix was lead into a large room with a huge computer and set of tightly shut metal doors. Poindexter went up to the computer and began to type something in it. Felix approached him.

"All right, are you gonna tell me what's going on here? And why you brought me here?" Felix asked as he tapped his foot on the metal floor.

Poindexter didn't even look away from the computer.

"Well Mr. Felix, it seems that my uncle is up to no good again…" Poindexter answered.

"What else is new?" Felix asked sarcastically.

"This time it's different Mr. Felix, this could endanger our world, along with the other worlds as well…" Poindexter said.

"Wait, whadda ya mean "Other Worlds?" Felix asked.

Poindexter then turned to face Felix.

"Mr. Felix, we're not alone in this universe, there are other worlds out there, with people, plants, animals, heroes and villains." Poindexter stated

"That last part about villains scares me…" Felix shivered.

"It should Mr. Felix…" Poindexter replied.

Poindexter then inserted a disc into the computer and the image of the Professor appeared on screen.

"It seems that my uncle has learned of the existence of these other worlds and has succeeded in recruiting a team of villains from these other worlds." Poindexter said.

Poindexter than typed in something else and the image of what looked like a giant laser.

"This group of evil is planning to build a laser beam that'll enslave this whole Galaxy!!" Poindexter cried. "Do you understand the seriousness of the situation?"

Felix just stood there in shock with his mouth hanging open.

"Wait, so the Professor and a bunch of other bad guys are gonna overthrow the galaxy!?" Felix cried.

"I'm afraid so…but there is hope!" Poindexter said as he turned towards the computer again and typed something in.

"I pulled up a file on my uncles teammates and found out that they've been defeated by the Heroes of THEIR worlds. Mr. Felix, alone you don't stand a chance against them! But if you can go to the other worlds and unite those heroes as a team, you might have a chance at defeating them!" Poindexter said.

"And how do I do that?" Felix asked.

Poindexter then took out a remote and aimed it at the tightly shut metal doors, as he pushed a button the doors opened up, revealing a swirling blue portal! Felix gasped.

"POINDEXTER! How did you build that?!" Felix gaped.

Poindexter chuckled slightly.

"Remember our trip to Oriona? While we were preparing to leave, I stumbled up on the blueprints for the Dimensporter; I copied them and simply re-worked a few things…." Poindexter replied.

Felix walked up to the portal and stuck his finger in it, it disappeared into the blue portal, he quickly drew his hand back, relieved that his finger was still attached. Poindexter then punched something into the computer and the image of a small seaside town was visible in the portal.

"Your first stop is a place called "Seawater Port" I've tracked down one of my uncle's teammates there. Since the heroes of the worlds fight them frequently, if you find the villain, the hero can't be too far away!" Poindexter said,

Felix looked at the portal and then at Poindexter. All of this happened so fast, one minuet he was running from the professor, the next he was about to step thru a blue portal.

"Hey Poindexter? Are you coming too?" Felix asked.

"Sorry Mr. Felix, I will remain here to see if I can't find out more about this group." Poindexter replied.

Felix sighed then.

"Well then, looks like this is gonna be some adventure!" Felix smiled.

"The portal is ready; all you need to do is jump in!" Poindexter said.

Felix then took a few steps back and then ran t the portal, he then dove into it head first. And in a flash he was gone. Poindexter looked at the portal.

"Well, I guess it's like they say "The journey of 1,000 miles begins with the first step…"


	3. Seawater Port

**Chapter 3: Seawater Port**

After Felix had jumped thru the portal, he got the sensation of falling; he opened his eyes to see that he was indeed falling, from the sky to be exact. He was falling straight down towards his destination, Seawater Port. As Felix grew closer to the ground, He held his bag into view and zapped it with his "X-Ray" Vision and morphed it into am umbrella. He opened it in mid air and it slowed his descent down like a parachute. He softly landed on the ground and his bag morphed back. He then took a look around. The town was at the edge of a large harbor which jetted out into miles and miles of ocean.

"I guess that portal actually worked!" Felix stated aloud.

Then, Felix realized something; Poindexter had never told him what the Villain or Hero looked like! Felix then heard a distant cry. Felix turned and saw a tall woman in a red dress running towards him.

"Hey, maybe she can help me…" Felix said to himself.

He then began to wave.

"Um, excuse me? Can you help--"

Before Felix could finish the woman actually ran him over as she ran, not stopping at all. By the time Felix got up, she was gone from sight.

"Well that wasn't very--"

Once again, Felix felt himself being run over again! This time by huge man with a black beard.

"OUTTA MY WAY SMALL FRY!!!" The man bellowed as he ran off.

Felix got up again and brushed himself off.

"Well, of all the ner--"

Once again, Felix felt himself being run over AGAIN! This time by a much smaller man.

"COME BACK HERE!!!!" The man yelled.

This time, Felix didn't even bother to get up...

"This is getting monotonous…." Felix groaned.

Suddenly, Felix heard the sound of a phone ringing, he looked and saw that his bag was emitting the ringing noise and was shaking as it rung. Felix opened his bag and pulled out a telephone on a cord.

"Hello?" Felix answered.

"Mr. Felix! It's me Poindexter, I realized I had neglected to tell you what the Villain of that world looks like, he's a big tall man with a scruffy black beard." Poindexter said over the phone.

Felix thought back a bit and then realized that the big man that ran him over WAS the Villain! And no doubt the one chasing him was the Hero!

"Poindexter, I gotta go!" Felix cried.

Before Poindexter could answer, Felix had already hung up and dropped the phone back into the bag. He then zapped his bag with his "X-Ray" vision and morphed it into a motorcycle. Felix hopped on and the motor roared as he took off. Felix zoomed thru the city, approaching the harbor; Felix came to a halt at the edge of the dock. Felix got off his motorcycle and it morphed back into his bag.

"Where is he? I know he was headed this way!" Felix said as he looked around.

Felix then heard an evil laugh. He turned and saw the Villain he was looking for, and he had that woman from earlier tied up! Needless to say, Felix wasn't going to stand for this; he picked up his bag and stormed over to him.

"UNHAND HER!!" Felix ordered.

The man simply laughed in his face, he then picked Felix up in his huge hand and threw him into a wall!

"STAY OUTTA THIS RUNT! You'll live longer!" The man yelled.

Felix slowly pried off the wall and fell to the ground with a thud; he slowly got up and picked up his bag.

"Just who do you think you are?!" Felix yelled.

"I think, therefore I am, Bluto! The finest Sailor in these here parts!" The man replied.

"That's where you're wrong!" a voice said.

Felix and Bluto turned to see the other man from before.

"I'M the finest Sailor in these parts!" The man yelled.

"YOU AGAIN!? Who invited you?!" Bluto cried.

"I DID! Whadda ya gonna do about it?!" The man retorted.

"THIS!!" Bluto screamed as he lifted an Anchor over his head and heaved it at the man.

Felix quickly zapped his bag with his "X-Ray" Vision and morphed it into a giant magnet, which pulled the Anchor away from the man in mid-air and sent it towards Felix and his Magnet… But Felix hadn't judged how heavy the Anchor was, because force of the impact and the weight of the Anchor pushed him to the ground, with the anchor on top of him

"GET THIS THING OFF ME!!!" Felix cried as the Anchor began to crush him.

The man rushed over to help Felix as Bluto made his escape with the woman. Eventually the Man was able to pull the Anchor off Felix.

"Yous ok?" The man asked.

"I'm fine, thank you…" Felix said as he got up and morphed his bag back.

The man then looked around.

"Where'd that bilge rat Bluto go?" He asked.

"Look's like he got away, but he couldn't have gotten too far…" Felix said taking a look around as well.

Felix then was able to get a good look at the guy, he was dressed in a Sailors garb and had a corn pipe in his mouth, his forearms were massive, he had the tattoo of an Anchor on his left arm, and his right eye was squinty.

"Then I gut's to go after him…" The man said before walking off.

Felix ran after him.

"Hey Wait! I'll come too! I gotta take that guy down also!"

Felix held out his hand.

"I'm Felix, Felix the Cat!"

The man looked at him and smiled before shaking his hand.

'They call's me Popeye the Sailor man!" The man smiled.


	4. Taking down Bluto

**Chapter 4: Taking Down Bluto**

Popeye and Felix searched the harbor for Bluto.

"Why does Bluto want that woman?" Felix asked.

"That's Olive Oyl; Bluto's been after her for years, He likes her, but she don't like him!" Popeye replied.

"So he never got the message, how dense can ya get?" Felix laughed.

Bluto, who was hiding in one of the fishing boats, growled.

"Laugh at ME will he!?"

Bluto raised the anchor on the ship, and it slowly began to pull out of the dock. It was then that Popeye and Felix heard Bluto laugh, they turned and saw that the ship was heading out to sea!

"BYE! BYE POPEYE!" Bluto laughed.

"BLUTO YOU BILG RAT!!! GET BACK HERE!!" Popeye yelled.

The ship was now a good distance away from them, they could still hear Bluto's laugh in the distance.

"Don't worry Popeye; we'll catch 'em!"

Felix then zapped his bag with his "X-Ray vision" and it morphed into a Jet Ski. Felix hopped on and beckoned Popeye to do the same.

"Climb aboard!" Felix called.

Popeye hopped on as Felix revved the engine. It roared as it shot thru the water like a torpedo.

Bluto laughed evilly as he steered the ship thru the water, It was then he heard the faint roar of Felix's Jet Ski. He looked and saw them coming at him, and fast.

"WHAT!?" Bluto cried.

Felix and Popeye grabbed the handrail of the ship and launched themselves onto the ship. Felix then whistled and his bag morphed back and returned to him.

"POPEYE!!!' Olive cried as she was still tied up.

"Don't worry Olive! I'll save ya!" Popeye called.

Bluto then stood in front of Olive, blocking them from reaching her.

"You and what army?" Bluto asked.

"THIS ARMY!" Felix retorted.

Bluto then grabbed Felix by his neck and lifted him to eye-level.

"You're beginning to bug me CAT!" Bluto yelled.

"If I'm only BEGINNING to bug you, I'm not doing my job!" Felix comically quipped.

Bluto yelled as he threw Felix into the wall, or rather THRU the wall! Popeye then charged at Bluto who just upper-cut Popeye in the chin, and then proceeded to wail on him hard. Felix crawled out of the hole in the wall and saw Popeye was losing, BAD!

"It seems you've lost your touch Popeye!" Bluto mocked.

"Not quite!" Popeye came back.

Popeye then reached into his pocket, at first, Felix was expecting him to pull out a weapon, but was surprised when he saw that he pulled out.

"A can of Spinach?" Felix asked to no one in particular.

Bluto then punched Popeye's hand, knocking the can of spinach out of his hand.

"Nice try! I'm wise to that trick!" Bluto yelled before wailing on him again.

Felix watched as the can of Spinach flew thru the air towards the edge of the ship. He wasn't exactly sure how a can of spinach was supposed to help, but whatever worked right? Felix zapped his back with his "X-Ray Vision" and it morphed into a catcher's mitt which fit around his right hand. He ran backwards to try and catch it.

"I GOT IT! I GOT IT! I GOT IT! I GOT IT!" Felix called.

He leaned over the side of the ship and caught it before fell into the water.

"I GOT IT!!" Felix cheered.

Felix then turned towards the fight between Popeye and Bluto.

"POPEYE! CATCH!!!" Felix shouted as he threw the can towards him.

Popeye jumped into the air and caught it. He then squeezed the can and huge bunch of raw Spinach shot out, he then caught it in his mouth and swallowed it.

"Ewwwww….." Felix shivered.

Popeye's muscles then actually began to grow! Bluto then broke into a sweat; he knew he was in for it. Popeye then upper-cut Bluto in the jaw. Sending him stumbling back. Felix then got an idea; he opened his bag and went up to Bluto.

"Excuse me, would you be as so kind as to take a look in here?" Felix asked innocently

Bluto dumbly looked inside and out came a boxing glove on a spring which nailed him in the face. Bluto grabbed his face in pain, Popeye then charged at him and head butted him in the gut so hard, that it launched him right off the ship and into the sea. Bluto then began to swim away.

"Say hello to the sharks for me!" Felix mocked.

Popeye laughed as Bluto swam away.

"Tanks for your help Felix!" Popeye smiled

He shook Felix's hand but in-avertedly crushed it in the process. Felix's hand was throbbing read when Popeye released it.

"I doubt that's the least we'll see of him though…" Felix said looking out to the ocean.

"What do you mean?" Popeye asked.

"Well you see, there is a group of villains who are threatening the whole galaxy and Bluto is one of them! It's my job to take them out, but I can't do it alone, I was actually sent here to recruit you to help me fight them." Felix explained

Popeye then looked out to sea as well.

"If Bluto's in this, it CAN'T be good! Felix, you gut's yourself a sailor!" Popeye replied.

Felix smiled as he opened his bag and pulled out the phone from before

"Poindexter, I found our hero!" Felix said.

"Excellent Mr. Felix, I teleport you back to the space station immediately!" Poindexter said over the phone.

Suddenly the ripple appeared in the sky and Popeye and Felix where launched into the air.

"WHAT IN THE WORLD!?" Popeye cried.

"You'll get used to it!" Felix smiled as both of them disappeared into the ripple.

The two re-appeared in the space station, after a few introductions, Popeye was filled in on everything.

"You two better rest up, tomorrow your headed to another world, the sleeping quarters are not far from here just hang a left in the hallway.." Poindexter said.

The two waved goodbye to him before heading down the hallway, as they walked along, Felix saw that Popeye had a look of concern on his face.

"Something wrong?" Felix asked.

"I can't shake the feeling that we forgot something…." Popeye replied.

"Well, I got my bag; you got your spinach….what could we be forgetting?" Felix asked.

Back in Seawater Port, Olive was STILL tied up on the ship that was still drifting in the ocean.

"Popeye? ...ANYBODY!?" She cried out.


	5. Frostbite Falls

**Chapter 5: Frostbite Falls**

It didn't take Felix and Popeye long to figure out what it was that they forgot. So the next morning, before heading to the next world, they made a brief stop in Seawater Port to "Untangle some loose ends" Upon their return Poindexter already had their mission planned out.

"Okay you two, the next world is a place called 'Frostbite Falls" Poindexter said, typing in something on the computer.

"Sounds cold…" Popeye commented.

"It is, so hopefully you won't be there long…" Poindexter said.

"So, what do the villains look like?" Felix asked.

"All I know is that one of them is tall, and one of them is short, but their not very bright…" Poindexter replied.

"Reminds me of somebody I know…" Popeye laughed.

Poindexter pressed a button and the portal opened up.

"It's open, whenever your ready, please proceed" Poindexter said.

Popeye and Felix looked at each other and nodded. Felix gripped his bag and the two ran at the portal and dove headfirst right thru.

The two felt like they were falling, they opened their eyes and saw that they were falling from the side, straight towards a snow-covered ground. Felix was just about to zap his bag with his "X-Ray vision", but they ended up landing in a huge pile of snow before he had the chance. The two slowly crawled out of the snow and shivered.

"I have GOT to tell Poindexter to teleport us to the GROUND!" Felix shivered.

Popeye wiped some snow off his forearms.

"Chilly place ain't it…" Popeye commented

Felix opened his bag and pulled out a scarf with the same design of his bag on it, and wrapped it around his neck.

"Yup…" Felix replied.

Felix then pulled out a winter coat and handed it to Popeye. He put it on, but his massive forearms tore thru the sleeves.

"Whoops…" Popeye mumbled.

Felix looked out into the snowy mountains that decorated the landscape. Felix squinted as he spotted something in the mountains.

"Wait, what's that?" Felix asked.

Felix then zapped his bag with his "X-Ray vision" and morphed it into a telescope. It began to grow longer and longer in length as Felix looked into the mountains.

"What do ya see?" Popeye asked.

"I think, I see… a tank!" Felix cried in shock.

Indeed, he DID see a tank, at its helm were two rather "Interesting" characters. The first was a rather short and pale man dressed in a black coat and hat. The other was a tall woman in a dark purple dress, and like the man, she too was pale.

"Boris? It is ready darling?" The woman asked the man.

"Yes Natasha, once tank fire, Moose and Squirrel are done for!" The man known as Boris replied.

Natasha looked down the mountain and saw Felix's rather long telescope.

"We've been spotted!" she cried.

Boris looked and saw them looking at them.

"Alright, switch targets! We'll get those others later, we don't need any witnesses!" Boris growled as he aimed the cannon down at Felix and Popeye.

He pulled a lever and the Tank fired at them.

"WHOA! It's comin right at us!" Popeye cried.

Felix just grinned. He zapped his bag with his "X-Ray vision" and morphed his bag into a giant baseball bat! He gripped it tightly and aimed. When the missile was just about to hit, he swung, hitting it dead on! And sending it right back at the tank!

"Uh-Oh…." The two groaned as they saw their projectile come at them.

The missile struck the ground underneath them, sending Boris, Natasha, and their tank careening down the mountain.

"YES! HOME-RUN!!!" Felix cheered.

"Nice one Felix!" Popeye clapped.

The bag morphed back into its original state, it was then that the two noticed a small town not far from them.

"Hey Popeye, maybe the heroes we're looking for are there!" Felix commented.

"Worth a shot…" Popeye shrugged.

Felix grabbed his bag and the two made their way into town. As they walked thru the small town, Felix's bag began to ring and shake. He set his bag down, and pulled out the phone from earlier.

"Hello?" Felix answered.

"Mr. Felix, it's me Poindexter, I realized I once again forgot to tell you about the heroes you're looking for… I know this is going to sound strange, but you're looking for a Moose and a Squirrel…" Poindexter replied.

Felix shrugged.

"I've seen stranger…" Felix answered. "Thanks Poindexter, we'll keep our eyes peeled…"

Felix then hung up the phone and the two resumed their journey. It was then they heard a strange sound, the sound you'd hear if a jet were passing over you. Then, suddenly, a small grey object flew over them at a high speed.

"What was that!?" Popeye cried.

"I dunno, let's go see!" Felix suggested.

Felix zapped his bag with his "X-Ray vision" and morphed his bag into a motorcycle. Popeye climbed onto the back and the two sped off after the unusual object. They soon caught up with it. Whatever it was, it was getting closer and closer to the ground.

"What ever it is, it's coming in to land!" Felix called over the roar of his engine.

After a short chase thru the town, the small object at last landed in a tree at the edge of town. The two came to a grinding halt as they saw what it was they were chasing. It had turned out to be a small grey squirrel with a blue pair of pilot goggles.

"Huh? We was chasing a squirrel?" Popeye asked.

"I knew some squirrels flew, but I never seen one go that fast before!" Felix commented.

It was then that the Squirrel in question noticed them, it slowly levitated out of the tree and onto the ground before them.

"Oh hello! Are you two new around here?" The squirrel asked.

"Well, sort of…." Felix replied nervously. "Who are you?"

"I'm Rocket J. Squirrel! But my friends call me Rocky! Who are you?" The Squirrel known as Rocky asked.

"I'm Felix. Felix the Cat, and this is my friend Popeye!" Felix said introducing himself.

"Nice to meet you two.." Rocky smiled.

"Hey, this might sound weird, but do you know a moose?" Popeye asked.

"You mean Bullwinkle? He's my best friend!" Rocky replied.

"That's great! Can you take us to him? We kinda need to talk to you both…" Felix requested.

"Sure, follow me!" Rocky smiled.

Rocky then rose into the air and took off like a shot. Felix and Popeye boarded the Motorcycle and sped after him.


	6. Rocky and Bullwinkle

**Chapter 6: Rocky and Bullwinkle**

Felix and Popeye followed Rocky to a small cabin on a snow covered hill. Felix skidded to a stop and the bag morphed back. The followed Rocky up the hill and to the door of the cabin. Rocky slowly opened the door.

"Bullwinkle? You home? We have company!" Rocky called.

It was then that a tall brown moose with yellow antlers came lumbering out of one of the rooms.

"Why hello there Rock! Who are your friends?" The Moose asked.

"Bullwinkle, this is Felix the Cat and Popeye!" Rocky introduced.

"Nice to meetcha!" Felix smiled.

"Hello there, I'm Bullwinkle J. Moose!" Bullwinkle smiled back.

"These two need to tell us something, I think it's something important..." Rocky said.

"It is…" Popeye pointed out.

"You see guys, it's like this…." Felix began.

Felix then began to explain the grave situation at hand. But unknown to them, lurking outside the cabin was Boris and Natasha! They peered thru the window, watching them talk.

"There is Moose and Squirrel! And those two from before are with them!" Natasha cried.

Boris laughed evilly.

"Perfect, it is payback time!" He smirked.

Boris then began to lay sticks of Dynamite all around the cabin. When he was thru he lit the fuses and Boris and Natasha ran for cover inside a bush not too far off. Far enough not to get caught in the explosion but close enough to watch the cabin blow up. Inside, Felix was wrapping up his story.

"So you see, if we don't stop them, they'll enslave the whole galaxy! And I think the two you know as Boris and Natasha is in on this, since you've delt with them in the past, we need your help!" Felix said finishing up his explanation.

Rocky and Bullwinkle stood there in shock. It's true, they have delt with Boris and Natasha in the past, but they didn't think they were THAT evil. The two looked at each other and smiled. They then turned back to Felix and Popeye.

"We'll do it Felix!" Rocky smiled.

"Excellent!" Felix smiled back.

The quartet of heroes made their way out of the cabin, but it was then that they heard the sizzle of fuses burning. Bullwinkle looked to the side and saw one of the sticks of Dynamite.

"Gee Rock, look at those fancy candles!" Bullwinkle said pointing to the Dynamite.

Rocky gasped when he saw it.

"Bullwinkle! Those aren't candles, those are Dynamite!" Rocky cried.

Felix's peripheral vision caught the site of Boris and Natasha hiding in the nearby bush.

"So THAT'S how they want to play huh? Alright, I'm game!" Felix smirked.

He then zapped his bag with his "X-Ray vision" And morphed it into a vacuum cleaner. He then began to suck up all the Dynamite around the cabin, when he was finished he aimed the nozzle at Boris and Natasha's hiding spot.

"What is he doing?" Natasha asked.

Felix hit the reverse button on the vacuum and blew the Dynamite right at them, just as the fuse reached its end!

"Uh-oh…" the two villains groaned.

The explosion launched the two do-badders into the air.

"WE'RE NOT FINISHED WITH YOU!!!!" The two villains called from the sky.

The team watched as the two villains disappeared from sight. The bag then morphed back into its original state. Felix then opened his bag and pulled out the same phone from before.

"Hello? Poindexter? We've found our heroes, and the villains are taken care of!" Felix spoke into the phone.

"Wonderful Mr. Felix! But I can't teleport you back form where you are, theirs too much electrical interference in the town, try moving to a wide open area..." Poindexter suggested.

"Alright, we'll do that…" Felix answered.

Felix hung up the phone, and led the heroes out of the town and back into the area where they first came in. Felix was just about call Poindexter when they were interrupted by a loud whirring noise. They looked up, only to see a black helicopter approaching them, and at its controls where Boris and Natasha!

"WE TOLD YOU WE WEREN'T FINISHED WITH YOU!!" The two cried.

The two villains then locked their sights on Rocky and Bullwinkle, and flew in low. Felix and Popeye ducked to avoid the Helicopter while Bullwinkle and Rocky ran for it. Boris and Natasha tipped the front of the Helicopter so the blades were out front, trying to slice them up.

Needless to say Felix wasn't going to stand for this. He morphed his bag into a lasso and launched it at the tail of the Helicopter. He caught it and tried desperately to hold it back. The Helicopter jerked to a stop as Felix strained to hold it back. The two turned the Helicopter around and flew right at Felix! Aiming the blades right at him!

Popeye then quickly opened a can of Spinach and ate it raw. His muscles began to grow again and he quickly leapt in front of Felix. He held out his hands and actually caught the blades of the Helicopter mid-spin!

"Uh-oh…" The two groaned.

The Helicopter itself then began to spin rapidly! It spun faster and faster to the point that the Helicopter tore from the blades and spun high into the air.

"You know darlink, it's quite sad when ya think about it…" Natasha sighed sadly as they spun.

"What? That we were beaten again?" Boris asked.

"No, the fact that we've been trying to kill Moose and Squirrel for years, and we STILL don't know their names!"

As the helicopter came back down. Popeye punched it hard sending hurtling into the distance.

"Nice work Popeye! I was almost a goner!" Felix said as his bag morphed back.

"I Yam what I Yam and that's all that I Yam!" Popeye replied.

Rocky and Bullwinkle soon joined them.

"Great work you guys!" Rocky smiled.

"You sure showed them!" Bullwinkle commented.

"But we'll need your help in case we run into them again!" Felix said.

"We're here to help" Rocky replied.

Felix opened his bag and pulled out the phone.

"Poindexter? We're out and ready to be teleported." Felix said.

"Excellent Mr. Felix, I'll begin the process now!" Poindexter answered.

Soon the four were lifted into the sky, towards another ripple in the sky.

"What's going on??" Bullwinkle asked.

"You'll get used to it…" Popeye and Felix replied in unison.

The four then entered the ripple and re-appeared in Poindexters Space Station.

"Glad to see your ok…" Poindexter said.

"We're fine Poinsy, this is rocky and Bullwinkle" Felix introduced.

The Moose and Squirrel just waved.

"Nice to meet you, your rooms are not far from Popeye's, just make a left in the next hallway. You'd better rest up; tomorrow is a busy day…" Poindexter said.

They all nodded and proceeded to head to their rooms. When Felix got to his room, he just layed on his bed, looking up at the ceiling.

"What have I gotten myself into?" Felix asked himself as he slowly drifted off into sleep.


	7. Wacky Grand Prix

**Chapter 7: Wacky Grand Prix**

The next morning, Poindexter called everyone into the computer room for some important news.

"Good news fellows, I was able to locate my uncle!" Poindexter said.

"What!? You found the Professor's hideout?" Felix asked.

"Well….no, but I found out he's currently in one of the worlds, if you can stop him here, it'll be good for all of us…" Poindexter pointed out.

"Well, where is he?" Popeye asked.

Poindexter pressed something on the computer and the portal opened up.

"The world itself is massive, but I was able to pinpoint my uncle's exact location. He seems to be at an event in that world known as "The Wacky Grand Prix" Poindexter replied.

"What's that?" Bullwinkle asked, scratching one of his antlers.

"I guess we're about to find out Bullwinkle…" Rocky commented.

The four stared into the portal. They all took a few steps back before running at the portal. They all dove in headfirst, and into the new world.

Soon, they felt like they were falling. They opened their eyes, only to see they were once AGAIN falling from the sky, heading straight for what looked like a giant grandstand with a road leading into the desert. Felix quickly morphed his bag into a giant trampoline, the team hit it instead of the ground and the four bounced on it for quite some time before they lost momentum. The climbed off the trampoline and the bag morphed back.

The four than began to take a look around, they had landed in what looked like a race track, only instead of the road going in a circle, the road led straight into a desert. They passed a couple of the racers tuning up their cars, only these weren't ordinary race cars, they were in all shapes, sizes, and colors. Felix could swear he saw a car that looked like the Red Baron's plane!

"What kind of race is this?" Felix asked to no one in particular.

Popeye then noticed two men talking to each other, away from the other racers.

"Hey, who are those shifty looking characters?" Popeye asked.

Felix looked and gasped, he recognized one of the men.

"It's the Professor!" Felix cried.

The four quickly ducked behind a set of tires. Felix looked at the two. One of them was definitely the Professor, but the other one he didn't recognize, it was a man in a purple racing outfit, and he had a tall red a purple striped hat. He had a thin mustache, and he seemed to have a dog with him. Felix then morphed his bag into a sound amplifier to listen in on the conversation.

"So tell me, what do you need a race car engine for anyhow?" The other man asked.

"I'm afraid that's classified. But I need your help to get the engine from one of these Wacky Racers" The Professor replied.

"And what might I ask is in it for me?" The man sneered.

"Think about it Dick Dastardly, with one of the racers out of commission, you might actually win this time!" The Professor stated.

The man known as Dick Dastardly thought for a second.

"Alright, I'll do it!" Dastardly smiled.

"Excellent!" The Professor smiled. "Now then, who do we steal the engine from; I doubt any of these racers would go down without a fight…"

Dastardly looked out at the racers still tuning up their cars. At last, he spotted a female driver tuning up a hot pink hot rod, which seemed to have an umbrella on it instead of a roof.

"AH! Penelope Pitstop! Her car is pretty much a beauty salon on wheels, no way she'd put up a decent fight!" Dastardly pointed out.

"Excellent Dastardly, now then, the race will take you thru a desert. All you have to do is beat her to the halfway point where I'll be waiting. Meet me there, and I'll handle the rest." The Professor stated.

He then boarded what looked like a rocket and took to the skies.

"DON'T FAIL ME!" The Professor called down.

Dastardly and his dog watched the Professor disappear into the sky.

"Alright Muttley, you heard him. The race will start soon, let's go!" Dastardly said to his dog.

The dog known as Muttley made a sound that sounded like 'yeah-yeah-yeah' and followed his master towards his car.

Felix was shocked at what they had heard.

"We gotta warn her!" Rocky cried.

"You heard him. The race'll start soon; we might not have the time…" Popeye pointed out.

"But we can't just leave her!" Bullwinkle stated.

"There must be something we can do…" Rocky said as he thought.

Felix scratched his head for a moment.

"I'VE GOT IT!" Felix cried, snapping his fingers in triumph.

His bag morphed back, and Felix beckoned everyone to take a couple steps back.

"Stand back you guys…" Felix warned.

The others stepped back as Felix morphed his bag with his "X-Ray vision" And transformed it into the shape of a car! (A Dune Buggy to be exact)

"We'll enter the race, and warn Penelope before she reaches the halfway mark!" Felix said.

"Good plan Felix!" Popeye smiled.

Bullwinkle then began to wave his arms around excitedly.

"OH! OH! Let ME drive Felix!" Bullwinkle smiled.

"Bullwinkle, you can drive?" Rocky asked.

"What Moose cannot drive an automobile?" Bullwinkle asked as he sat in the driver's seat.

He hit the gas pedal and drove it….straight into a wall. Bullwinkle exited the Driver's seat looking dazed.

"Never said I could drive it well…" Bullwinkle said with a slur in his voice.

"Erm, maybe you should let ME drive Bullwinkle" Felix nervously suggested.

The smashed in front of the car seemed to just 'Pop' back into shape as Felix got in the driver's seat. Popeye got in the front seat, and Rocky and Bullwinkle got in the back.

"What do ya's cal this contraption?" Popeye asked.

"I call it; "The Bagmobile" Felix smiled.

Felix backed up and approached the starting line, where all the other racers were. Of course, Felix happened to pull up right next to Dick Dastardly and Muttley. Felix looked and saw Muttley looking at him. The two exchanged glares as the two drivers revved their engines.

Felix looked out saw the man ready to wave the green flag. The second a flash of green was seen all the drivers pounded the Gas Pedal and took off into the race.

"And, there off! On the way out Wacky Races!!" The Announcer called


	8. A Wacky Race

**Chapter 8: A Wacky Race**

The racers tore thru the desert at a high speed. Dick Dastardly and Muttley were in 7th place and catching up fast. Felix and the team managed to pull into 5th place. And Penelope Pitstop was cruising in 3rd place.

"Guys! There she is!" Felix said pointing towards Penelope.

"Well then let's get going!" Popeye replied.

Felix pounded the gas pedal as the Bagmobile slid into 4th place and headed towards Penelope.

Dick Dastardly, who had managed to pull 5th place saw the four heroes heading for Penelope.

"What's this then? Who's this then?" Dastardly asked.

Muttley just growled in response.

After some tricky maneuvering, Felix managed to pull up alongside Penelope.

"HEY!!!!" Felix called.

Although it was hard to hear over the roar of the engines, Penelope ended up hearing Felix's cries and turned to face him.

"Howdy ya'll!" She cheerfully greeted.

"Penelope! Listen to me! You are in danger!!" Felix cried.

Unfortunately, the engines were too loud for Penelope to hear Felix.

"What was that hon? I can barely hear you!" Penelope called back.

Felix gave an exasperated sigh. Bullwinkle then reached under his seat and pulled out a megaphone.

"Will this help?" He asked.

Everyone gaped in shock as Bullwinkle held up the Megaphone.

"Bullwinkle! Where did you get that?" Rocky asked.

"I brought it with me!" Bullwinkle replied. "Doesn't everyone carry one around?"

"Um…no?" Rocky replied, a little confused.

Unfortunately, Dick Dastardly had heard Felix before the issue with the megaphone, he knew they were trying to help her.

"Drat! Time to teach that cat to keep his nose out of other people's evil deeds!" Dastardly cried.

Dastardly then pushed a button and the front end of his rocket shaped car known as the "Mean Machine" transformed into a snowplow!

Felix grabbed the Megaphone and spoke into it.

"PENELOPE!" Felix cried. "YOU ARE IN…"

Before Felix could finish, Dastardly shifted the Mean Machine into full throttle and slammed into the Bagmobile with his snowplow, sending the four heroes flying forward.

"MOVE IT!" Dastardly cried. "Bad guy coming thru!"

The Bagmobile made a rough landing, but landed in 2nd place.

"He did the purpose!" Rocky cried.

"He knows we're trying to help her!" Felix growled.

Dastardly then pushed another button, transforming the snowplow into a razor sharp buzz saw!

"We'll slice 'em to ribbons!" Dastardly smirked. "Right Muttley?"

Muttley just gave of a snicker, as The Mean Machine charged for the Bagmobile.

"Their coming back!" Bullwinkle cried.

"Nothing to worry about guys, I got a few tricks of my own!" Felix smirked.

He pushed a button on the control panel and spring jetted out from underneath the Bagmobile and launched it high into the air, causing Dastardly to pass harmlessly underneath them.

"Drat! Drat! And Double Drat!" Dastardly cursed.

Dastardly then realized this was a good thing.

"Wait… Muttley! We're in the lead!" Dastardly cried. "Now we just need to hold it till the halfway mark!"

The Bagmobile landed in 3rd place, with Penelope in 2nd and Dastardly in 1st

"We can't that no-goodnik gain the lead!" Popeye cried.

Felix didn't need to be told twice, he punched the gas pedal and blew past Penelope and was coming up on the Mean Machine fast.

"Them again??" Dastardly cried.

Dastardly pressed another button, this time, the two back wheels of his car extended out, taking up the remaining space in the road, their was no room to pass!

"ROADHOG!" Felix shouted angrily.

Muttley just growled at Felix. Muttley then pushed another button and a robotic arm wielding a giant sledgehammer popped out of the trunk. The hammer was labeled "Back Off!" as the hand wielding it began to pound it on the road, trying to flatten Felix and the gang like a pancake.

"Argh! He's good!" Felix growled.

Dastardly then pressed another button and the robotic hand and hammer disappeared into the trunk. Another robotic arm appeared and actually grabbed the Bagmobile and threw it backwards.

"Not just good, the BEST!" Dastardly snickered.

The Halfway point led thru a canyon and past a dark cave, which was Dastardly's destination. Dastardly punched it into high gear and gained a massive lead, leaving him enough time for he and Muttley to turn and drive into the cave where the Professor was waiting with one of his inventions, which resembled a large computer.

"Well, you actually made it!" The Professor said.

"I had a little pest control issue that needed to be handled." Dastardly replied. "Is this invention of yours ready?"

"Indeed it is!" The Professor smirked.

The Professor pushed a button on his remote and his invention came to life. The top of it opened up, and out popped a robotic hand wielding a giant magnet. The robotic hand extended out to the mouth of the cave, where Penelope was just passing by. Her car suddenly stopped in place, and before she could react, her, and her car flew thru the air and stuck to the magnet like a fly on flypaper.

"We got her! We got her!" Dastardly cheered.

"Excellent…" The Professor smirked.

The Robotic hand pulled Penelope and her car into the cave, where Dastardly and the Professor were waiting.

"Uh-oh…" Penelope gulped.


	9. Felix to the Rescue

**Holy crap! Two updates in one day!! Man, I'm on a freakin roll! Anyway, this is to all those who still actually read thsi story, THANK YOU!!**

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**Chapter 9: Felix to the Rescue**

The Bagmobile tore down the road, desperately trying to regain the lead.

"Felix! This isn't good, Dick Dastardly is already ahead of us, and he probably got Penelope by now!" Rocky cried.

"This isn't over, we can still save her!" Felix replied as he drove.

"Look, we're coming up on the halfway point!" Popeye pointed out.

"How do you know that?" Felix asked.

Popeye pointed into the distance, and there was the canyon, and to the side of it was a giant glowing neon sign which read "Halfway Point"

"Oh…" Felix mumbled. "How did I not see that?"

The Bagmobile and the other racers sped towards the canyon showing no signs of stopping. As they sped thru the canyon at high speed; Felix's highly trained ears picked up the sound of the Professor's maniacal laughter.

"Here's our stop guys!" Felix cried.

Felix then made a hard right, and the Bagmobile drifted across the sand, coming to a stop at the mouth of the cave.

Everyone hopped out of the car, and the bag morphed back as they ran inside. There, they saw the Professor and Dick Dastardly gloating about their evil deed. The four hid behind a boulder, and Felix morphed the bag into a Periscope and used it to peer over the rock to get a better look.

Dick Dastardly was leaning against the wall of the cave, Muttley was guarding Penelope who was currently tied up, and the Professor was using a blow torch to take the engine out of Penelope's car.

"Ya'll won't get away with this!" Penelope yelled angrily.

"Oh, but I will…" The Professor replied.

"Why do you even NEED my lil ol' engine anyhow??" Penelope asked.

"That's on a need to know basis, as in, you DON'T need to know!" The Professor replied again.

Penelope just glared.

"Someone WILL come for me!" She glared.

By this time, the Professor had finished de-attaching the engine and turned to face Penelope.

"Oh really, and just who might that be?" The Professor laughed.

"That's our cue!" Felix whispered.

The bag morphed back as everyone jumped out of their hiding spot and into view.

"That'd be us!" Felix remarked.

The Professor went wide-eyed at the sight of his old foe.

"F-F-FELIX?!" he cried.

"Oh no, not THEM again!" Dastardly groaned.

"What are YOU doing here??" The Professor gaped.

"We could ask YOU the same question!" Popeye growled, cracking his knuckles.

Felix then bravely approached the Professor.

"Professor, why are you doing this??" Felix asked. "If it's about my bag, than your going too far!"

The Professor finally regained his composure and glared at Felix.

"This isn't about the bag this time Felix!" He said. "I have BIG plans for these worlds, and I'm not going to let you, OR your friends stop me!"

The Professor than grabbed the Engine and held it tightly.

"I don't know HOW you got here, but you're not going to get me!" The Professor yelled. "Dastardly! Time for plan B!"

Dastardly then quickly grabbed Penelope and held her in front of him.

"PENELOPE!" Felix cried.

"Ha! Ha! Felix!" The Professor laughed. "You have a choice, go after me, or be a hero and go save Penelope!"

"Why you rotten…" Popeye growled.

"Tell me, which one of us is more dangerous right now" The Professor said. "Him or me?"

At that moment, both villains took off running in the opposite directions, Dastardly and Muttley with Penelope towards their car, and the Professor heading deeper into the cave.

"CHOOSE FELIX!" The Professor cried as he disappeared into the cave.

Felix just growled.

"GUYS! After Dastardly!" Felix cried.

"But what about that mustached man?" Bullwinkle asked.

"Let him have this one, we have to save Penelope!" Felix replied.

The four nodded and took off back outside the cave, where Dick Dastardly had already taken off with Penelope.

Felix then morphed the bag back into the Bagmobile and took off after Dastardly


	10. The Chase Is On

**This chap was alot of fun to write! and i hope you have just as much fun reading it. Some people were asking me why I threw in Wack Races. Well, for one, Dick Dastardly is a great villain, I couldn't live with myself if I left him out, and two: I consider it a tribute to the now extinct Hanna-Barbera ride that was once in Universal Studios.**

**R.I.P Hanna-Barbera ride: 1990-2003**

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**Chapter 10: The Chase Is On**

Dick Dastardly laughed evilly as he sped down the road. Penelope sat nervously in the back seat, while Muttley took up the passenger seat. Muttley then looked into the rear-view mirror and saw Felix and the gang coming up fast in the Bagmobile. Muttley then nervously tapped his master's shoulder.

"Not now Muttley, can't you see I'm laughing evilly??" Dastardly barked.

Muttley tapped his shoulder again.

"WHAT DO YOU WANT!?" Dastardly yelled.

Muttley just pointed behind him, Dastardly look and saw Felix and the gang gaining on them.

"DRAT! Do-gooders on our tail!" Dastardly cursed.

As the Bagmobile pulled up alongside the Mean Machine, Dastardly pressed a button, and the roof of the car seemed to fold into the trunk, turning the car into a convertible.

"You don't know when to give up!!" Dastardly yelled to Felix.

"Well, I'm stubborn! Deal with it!" Felix called back.

Penelope suddenly though quickly and attempted to jump from the Mean Machine to the Bagmobile, but Muttley pressed a button and a robotic hand shot out and caught her in mid-jump and pulled her back into the car.

"FE-LIX! Do something!" She cried.

The Mean Machine suddenly lurched ahead in a boost of speed.

"AFTER HIM!" Popeye shouted.

Felix shifted the Bagmobile into high gear and chased after Dastardly, the chase was on.

Felix pulled up behind the Mean Machine, and pressed a green button on the dashboard. Suddenly, a Tennis Ball shooter popped out of the hood and began to fire Tennis Balls and Dick Dastardly.

"ANYONE FOR TENNIS???" Felix cleverly remarked.

Since Dastardly had stupidly forgotten to put the roof back on, he was nailed square in the head by the barrage Tennis Balls, Penelope had to duck to avoid being caught in the crossfire.

"Muttley! Don't just sit there! Do something!!" Dastardly yelled as he struck by the Tennis Balls.

Muttley pressed another button and from the trunk of the Mean Machine came a robotic hand wielding a Tennis Racket, which began to swat the Tennis Balls right back at the Bagmobile. Felix had to swerve to avoid being hit by them. The Tennis Ball shooter retreated back into the hood as it ran out of ammo.

"FORGET IT CAT! YOU'LL NEVER SAVE HER!" Dastardly taunted.

Felix sneered as he actually slid the steering wheel across the Dashboard and over to Popeye who was sitting in the passenger seat.

"Popeye! Take the wheel!" Felix ordered. "Get us alongside his car!"

Popeye nodded and took control as Felix maneuvered himself so he stood on the door of the car, using his tail to anchor him to the windshield. Popeye pulled alongside the Mean Machine as Felix stretched out as far as he could towards the car.

"PENELOPE! REACH FOR ME!" He called.

As Penelope began to reach for him, Dastardly laughed as he pressed another button, this time a massive Flyswatter shot out of the side of the car and swung at Felix.

Bullwinkle quickly grabbed his tail and pulled Felix back inside, as the Flyswatter was about to hit him.

"Whoa! Thanks Bullwinkle!" Felix sighed in relief.

Felix then hopped back into the driver's seat as Popeye slid the steering wheel back to him.

"Time to lose 'em for good!" Dastardly sneered.

Dastardly then pressed a big red button labeled "Lose 'em for good" and out of the trunk popped another robotic arm; this one was holding a gigantic missile aimed at THEM!

"WHOA!" Popeye cried.

Popeye quickly whipped out his Spinach can and tore it open, eating it raw.

"FIRE Muttley!" Dastardly commanded.

Muttley gave a loud snicker as he pushed a button, launching the missile.

Popeye jumped into the air and attempted to catch the missile, but it was moving to fast and smacked into Popeye. Fortunately, it didn't explode, but both the missile and Popeye shot off into the distance, disappearing from sight.

"POPEYE!!!!!!!!!!!" The gang cried in horror.

Dick Dastardly just laughed evilly, but then he noticed something was off.

"Wait, where's the "Kaboom"? Theirs supposed to be an earth shattering "Kaboom"!" Dastardly yelled.

Suddenly both teams saw something approaching towards them in the distance, and it was coming up fast. Felix pulled out a telescope and was amazed to see that it was Popeye! He was actually riding on the missile!

"I got yer "Kaboom" right here!" Popeye yelled.

The heroes clapped while Dastardly gulped.

"Uh-oh…" He gulped

As the missile drew near, The Bagmobile wisely backed away from the Mean Machine, as Popeye leapt off the missile and landed in car while the missile blew, sending the Mean Machine and its passengers sky rocketing.

"Nice job Popeye!" Felix smiled.

Felix suddenly saw Penelope flying thru the air and heading for the ground.

"PENELOPE!!!" Felix cried.

Felix quickly hit a button and a giant catcher's mitt on a spring shot out of the side of the car, catching Penelope and pulling her into the car.

"Welcome aboard!" Felix smiled.

Penelope was a little shaken up by the experience but smiled as she took a seat in the back with Rocky and Bullwinkle.

"Thank you…" She smiled.

So as the four heroes and Penelope sped off into the distance, Dick Dastardly and Muttley had crashed into the ground and were standing in the heap that WAS the Mean Machine.

"MUTTLEY! THIS IS ALL YOUR FAULT!" Dastardly bellowed.

Dastardly prepared to strike Muttley, but not before Muttley bit his arm,

"YEEOUCH!" He cried in pain.

While Dastardly rubbed his arm, Muttley just gave off a loud snicker.


End file.
